Practice Areas

Banking

Our banking law practice includes the rendering of legal advise to our clients in relation with international and local banking transactions.

The scope of our international banking work includes loans, swaps and leasing transactions. Our effort is aimed to provide practical legal advise regarding tax and structural aspects of international banking activities in the Venezuelan market.

With respect to our local banking practice, we advise local branches of our clients in relation to regulatory and general business legal issues in Venezuela.

The banking practice of our firm is mainly concentrated in the legal, tax and regulatory aspects of international financial facilities extended by international financial institutions to companies operating in Venezuela, as well as facilities extended to the Venezuelan public sector. The types of work that we normally perform in this section include the following:

• Preparation, drafting and negotiation of loan agreements, credit agreements and other types of financial facilities.
• Review of loan agreements prepared by outside counsel (mainly New York or English counsel) of a particular international bank, specially when we deal with international syndicated loans.
• Tax aspects of payments made to the lending institution arising out of the loan agreement, including interest payments, commissions and others.
• Analysis and drafting of security agreements, preparation and perfection of security interest on assets and cash flow of the borrower; preparation of different forms of guarantees or cross-guarantees for amounts owed under the loan.
• Review of corporate approvals for loan agreements; in the case of loans to the Venezuelan public sector (Republic of Venezuela or an entity that belongs directly or indirectly in 50% or more to the public sector in Venezuela), this review is quite delicate because of the limitations provided for under the Venezuelan Public Sector Financial Administration Act.
• Packaging of loans, including the creation of negotiable participation certificates and other forms of securitization (see also a description of our Capital Markets practice).
• International financial leases, which are not presently regulated in the Venezuelan Income Tax Law and, therefore, implies special tax considerations.

CORPORATE LAW

The practice on corporate law in Venezuela for multinational corporations and international banks consists basically in drafting and discussing corporate charter and by-laws and other corporate agreements (joint venture agreements, voting trusts, investment agreements) and the corporate due diligence that corporations must follow under Venezuelan legislation, including preparation and filing of shareholders’ meetings, discussions of the structure of the corporate by-laws for the management of a company, as well as compliance with foreign investment regulations.

OIL & GAS

Our Oil and Gas practice includes our involvement in several petrochemical, mining, oil and gas ventures.

The opening process adopted by the Venezuelan Government in 1997, permits private entities to participate in the Venezuelan oil business. Also, the Gas Law enacted in 1999 opened to the private sector new concessions in exploration and exploitation of natural gas.

We have experience in representing foreign companies in joint ventures and direct investment projects before PDVSA (Petróleos de Venezuela, S.A.), the national petroleum company and its affiliates and PEQUIVEN (Petroquímica de Venezuela, S.A.), the national petrochemical company .

Our experience includes the establishing of joint ventures, operations of concessions, as well as supply and operation contracts, BOT and BOO agreements.

INTERNATIONAL TRADE

Our firm has extensive experience in helping foreign companies to complete supply of goods and services to Venezuelan entities. The areas of international trade in which our firm normally works in includes:

• Drafting of documentary credits for large trade transactions when these are required.
• Drafting and reviewing of supply agreements, with or without security interest, for the sale on term of goods and services imported into Venezuela.
• Structuring of the financing of international trade transactions, including trade financing in the case of project financing.
• Drafting and reviewing license, technical assistance and similar agreements for the use of foreign technology and distribution and agency agreements.

Our firm is also experienced in the drafting of financing and supply agreements, and have a vast experience regarding project financing including: creation and registration of security interest in Venezuela, letters of credit, international collections and debt restructuring, license agreements and international purchase-sale contracts.

ALTERNATE DISPUTE RESOLUTION

Our alternate dispute resolution practice is aimed to the settlement of business disputes by amicable arrangements. Our firm has been involved in a wide range of negotiations and mediation in international commercial dispute settlements, including debt restructuring, payment arrangements, liquidation of companies and interpretation of contractual relations, to facilitate international economic transactions. We also advise our clients in the drafting of arbitration clauses to be included in their agreements and have been involved in the enforcement of arbitral awards in Venezuela.

The firm participated actively in the drafting and discussion of the Commercial Arbitration Law

CAPITAL MARKETS

Capital markets in Venezuela comprise an important part of the Venezuelan financial system and is an interesting source of funds for operations in Venezuela. Our firm has been involved for a long time in different forms of capital market transactions, both in debt and equity instruments. Among others, the type of work that we perform in this area includes the following:

• Preparation of prospectus and registration forms and processing registration of issues.
• Obtaining necessary approvals for ADR programs.
• Preparation of auxiliary documentation for a primary placement, including placement agreements, trust indentures (agente provisional) and others.
• Advice regarding portfolio investments by international funds and other institutional investors in Venezuelan securities.
• Structuring of international financing instruments, including Eurocaribe bonds. Eurocaribe bonds is a term that we use to describe bonds issued by Venezuelan companies that are later placed out of Venezuela. Eurocaribe bonds, unless they are cross-registered, that is, placed for circulation in the Venezuelan capital markets, do not at the resent time require special securities and exchange approval.

We are constantly monitoring and advising our clients in relation to any developments in the capital markets legislation.

For many years we served as external counsel of the National Securities and Exchange Commission.

JOINT VENTURES

Our firm has advised foreign corporations doing business in Venezuela when entering into association agreements with other foreign entities or local entities, including government owned entities. We have developed a significant experience in the negotiation of joint venture agreements, from which we have derived structures, agreements and schemes to facilitate the operation of the joint venture within the corporate and contractual protection parameters demanded by our clients and with the tax efficiencies permitted under Venezuelan law, including its tax treaties. We have also rendered our services in connection with disputes in the operation of a joint venture or its termination, which give us a different perspective to some issues, sometimes underestimated when starting a new project.

We have expertise in the use of different levels of agreements, the preparation of joint venture agreements and the drafting of corporate documents that provide adequate legal frame for projects that require the participation of different partners.

FOREIGN INVESTMENT

The scope of our foreign investment practice covers both direct foreign investments, as well as portfolio investments in Venezuelan companies.

In our foreign investment practice we focus on providing legal advise with respect to foreign investment legislation, registration of foreign investment with SIEX (Venezuelan Foreign Investment Superintendency) and the Ministry of Energy and Petroleum, tax aspects of foreign investment, joint venture agreements, and other forms of investments, and the exchange rules applicable to foreign investments.

TAX

Our firm has ample experience in taxation. We provide advice to foreign clients doing business in Venezuela to structure their business operations in a tax efficient manner. The financial and corporate structures to be used in projects in Venezuela should be carefully analyzed, taking into consideration the tax implications for each structure. The decision to fund operations in Venezuela through debt or equity, should take into account the Venezuelan income tax inflation adjustment rules.

We also provide advice for particular transactions, including advice on income tax (including inflation adjustment rules, withholdings, technology agreements), wholesale tax, municipal taxes and other special taxes and the recently approved agreements to avoid double taxation entered into by Venezuela.